The Count and the Mecha
by Acid Fish
Summary: when a certain mistreated robot joins with a forgotten count, it eans trouble for an unlikely duo of heroes.  Rated T for violance.
1. Metal Sonic Reborn

The Count and the Mecha

Eggman stormed through his fortress with his blueprints tightly gripped, he walked into his control room and slammed them down on the table. Two bots approached him, he said," You two get the supplies ready we are ready to build Metal Sonic once again." The two nodded their heads and looked at the blueprints after scanning them they quickly zoomed off. Eggman tugged at his mustache he thought to himself," Let us hope that pesky hedgehog doesn't interfere with my plans."

Sonic ran through the land the wind blowing all around him; he turned into the city and took off for his home. He stopped in front of a manor him and his friends bought including Shadow, he walked in and was greeted by his friends, Knuckles and Tails were sitting down at the time not paying attention.

Sonic was intrigued by this and he decided to find out why. He walked up to them and asked," Hey guys what's up?" Tails pointed at the T.V. and on the screen were to robots wreaking havoc and collecting tons of parts, Sonic smiled and said," Team Sonic it is time to go!"

The two robots gathered up the surrounding titanium and metals, they were going to leave when Sonic and his friends rushed up, Sonic shouted," So you are the robots attacking our city, you don't look that tough!" The lead robot said," E-100 you take the supplies I'll take care of them, no matter what get those back to home base!"

The second robot nodded and took off with the supplies.

Sonic stared at his opponent with confusion he asked," Why did you stay when you will be in pieces in just a moment?" The robot smiled and said," I am designed to perfection you can't hope to defeat me easily!" Sonic said," We will see."

Sonic spin dashed at the robot hitting him directly, the robot flew back but rushed up and threw punches at him, and Sonic was struggling to dodge and was sent flying from a solid punch in the mouth. A trickle of blood ran down the side of his mouth, he took off enveloping the robot in a tornado, Sonic kicked the robot back and forth until it die down, the robot crashed into the ground with a large THUD.

Sparks ran through his broken circuits, Sonic walked up to the robot and said," Listen you, why do you need those supplies, what is Eggman up to?" The robot chucked at how incompetent his foe was he spoke with oil filling his mouth," He is going to build your end Sonic, this time there is no hope for you and your friends." Sonic spin kicked and cracked the robots head, he signaled to the others to head out for and find Eggman's base.

The second robot rushed through the metal beast he was now in and found himself at the control room, Eggman stood smiling at the blue prints and motioned him to step forward, he said," Ah E-100 you are back with the supplies, where is E-10 wasn't he suppose to be with you?"

E-100 looked down with a frown on his face, he said," E-10 stayed behind so you could get your pieces and build Metal Sonic he was your loyalist robots." Eggman nodded his head and walked up to E-100 he said," Well E-100 it's time for a rank up, you are now E-90." E-100 (E-90) was filled with happiness and said," Thank you doctor, here are those supplies you needed."

Eggman took the equipment from E-90, rushing through a door he entered and elevator before it closed he said," E-90 make sure they don't get in until were ready." The robot nodded and took off to his station, Eggman went below his base to a large room, equipment were lined all around as he began work on Metal Sonic.

Sonic was on the wing of the X-Hurricane (the upgrade to the X-Tornado) along with Knuckles with Tails piloting, they flew to the remote island where Eggman was said to be held up. Tails landed his jet like plane to let them off and took off for the tower in the distance.

Knuckles and Sonic ran into the forest, after ten minutes they ran into a bunch of robots, Sonic said," Hey Knuckles lets spin!" Knuckles nodded and grabbed onto Sonic who spun rapidly creating blue and red orb that smashed through the hoard of enemies, but tons more kept coming and Sonic was tired and exhausting all of his energy smashing them, Knuckles let go and bashed them down smashing into them he shouted," Sonic go ahead I will hold them off!"

Sonic ran but turned back in time to see them swarm him, he kept on fighting but Sonic knew he wouldn't hold off for long; he got to the large metal door and rapidly spun into them until a large hole was formed he jumped in and ran straight ahead, headed for anything.

Tails flew through the air tons of enemy fighter were trying to blow him out of the sky as tons of missiles barraged the hull of the ship, luckily it was tougher than most of his ships before so it could withstand, he shout his main canon shooting chaos beams destroying most of the oncoming ship, a few escaped and barraged him with more missiles, he hit more of the controls and blew them out of the sky.

Sonic burst through the control room and found the small robot from earlier manning the system, Sonic said," Alright where is Eggman rustbot?" The robot spun around hit a few buttons, machinery swarmed him and he was manning a large ship like robot, he said," You will pay for destroying my friend!" Sonic was barraged with the same torture as Tails, missiles were flying but he had no space to move, he dodged them pretty much but was hit in the back, he crashed into the ground, being met by a foot and flying to the other side only to be hit with bullets.

He was lying on the ground and turned to face the robot, a beam was charging in its main canon if he didn't do something he would be a goner, before it fired a spiraling ball crashed through his system core, and the machine overloaded causing a meltdown and self-destructing.

Shadow was standing above the robot in the controls and pointed his blaster at him he said," Where is Eggman!" The robot coughed out oil and said," He is gone, and knowing him has finished his little surprised, you won't survive!" Shadow smiled and put his gun away he said," Thanks for the info." He helped Sonic up and they contacted Tails with his wrist communicator, he said," Tails, Eggman isn't here." Tails said," I know you guy's better hurry outside quick!"

They dashed through the halls and burst through the door leading to the sunny field. Tails flew up to them and said," Listen this giant war ship came out of the ground and I barely escaped, Knuckles is still fighting let's get him." They flew to were Knuckles was and saw he was still fighting, he was exhausted and the robots were bashing him around and he was bleeding badly.

Tails said," Knuckles we are coming!" Tails dove down with the plane and headed at him, they were seconds away when a box like shape formed around him, he was instantly gone right as they got there, all of them said," What!" Sonic was agitated he lost one of his friends,

Eggman was going to pay! He shouted," Tails after that war ship. Tails flew up and took off in the direction of the ship. Sonic was looking in front of them and when they burst out of the cloud they were into the blue sky, their faces were jut frozen, a huge ship was floating in front of them it had six major canons like the egg carrier in one wing and in front was the largest mechanical weapon Tails had ever seen.

The ship turned around slowly and Eggman's voice boomed from the speakers place all over the vessel and he said," Hohohoho Hello Sonic meets the Death Fortress my greatest achievement yet! I won't fire upon your friends if you battle my newest creation!" Sonic said," How do you expect me to beat your ship!"

Eggman frowned and you could tell he was annoyed, he said," You idiot not the ship, that's right Metal Sonic is back!" Nothing happens and you can hear Eggman is irritated, he says again," Metal Sonic!" Nothing happens Sonic says," Wow that was sad." Eggman shouts with all his fury," METAL SONIC GET OUT THERE AND FIGHT SONIC!"

A voice booms through the air it says," Fine, but you owe me." A complete scale version of Sonic floats in front of them and Sonic says," Well I have to admit it does look awful like me Egg head, but that won't stop m!" Sonic spin dashes him and sends hi flying, Metal flies back and kicks him in the head Sonic is flung back but throws a punch hitting him square in the mouth, Metal flies back and hits into the ship, he jumps up and charges Sonic and slams him into the X-Hurricane, Tails loses one of his engines and crashes on the main deck of the Death Fortress and crash into one of the turrets, Sonic jumps up and kicks Metal Sonic in the stomach, he spin kicks him and spin dashes him, Metal quickly counters by speed kicking him in the face, Sonic glared at him and rushed at him continuously bashing into him not leaving anytime between them, Metal slams into the metal below and twitches, Sonic turns to the control station and says," That it, that was way too easy."

Tails shouts," Sonic look out!" Sonic turns around and is bashed into the wall, Metal smiles and rapidly kicks him too, he flies in front of the whole ship and a beam forms in his engine, Eggman shouts," No you fool you will break one of my engines!" Too late! The beam shoots out and hits right where they were.

Read Chapter two to find out what happens next!


	2. The Count Returns

Chapter 2: The Count returns

Sonic was easing himself up, the entire fortress was falling out of the sky and headed for the land below one of its engine was blown to pieces and was engulfed in fire, Eggman was lying on the ground near them, he had flung out of his control station from the explosion he was out cold and blood was trickling out of his mouth.

Metal Sonic floated down and grabbed Sonic by the throat and started choking him pressing harder every second, Sonic couldn't breathe and was losing consciousness fast, Shadow kicked him away and Sonic collapsed to the ground trying to get air in his lungs, Metal slammed into Shadows stomach and tossed him over.

Sonic got up and punched Metal in the face, he then brought his elbow down on his head, Metal collapsed and Sonic kicked him in the head sending him flying into the wires of the engine, Metal flew out and crashed into Sonic sending him flying back right next to Shadow, he walked up to them and held out his fist, energy spiraled and the wind was getting faster around the ship.

Metal was holding it right above them and threw his hand down in a fist when the ship crashed into the ground, he went flying off the ship and crashed into telephone wires shocking his entire body, he fell over unconscious.

Shadow stood up and walked over to help Tails who was under his vehicle, Sonic just laid there motionless he was tired from the fight and wanted to rest, Eggman flew off after waking up during the fight and picked up Metal Sonic leaving the heroes to their victory.

Mario was sitting in the back of Peach's Castle sipping tea with Peach, she said," Mario Bowser has been very upset lately, but he hasn't attacked isn't that strange?" Mario nodded his head and said," Yah I have noticed, I think he is mad about something." Peach asked confused," Well is he mad at you, or is it about something else" Mario shrugged his shoulders and was about to answer when Luigi came around the corner.

He said to them," You guys Bowser was seen outside the city limit, he isn't attacking, but they asked me to get you guys and me to check it out." Mario and Peach nodded their heads and walked with Luigi to the city limit to see what was up.

Bowser stomped around in the field, he was pissed off by something and anyone around could tell, but there was something else that made him ashamed, but not at anyone else at himself. Mario, Peach and Luigi walked out onto the field and confronted him, Peach asked straight forward," Bowser why are you here" Mario decided to ask a question too so they could learn more," Why are you so mad?"

Bowser stopped his pacing and said," No time for stupid questions, I'll cut to the chase, Count Bleck is back and he destroyed my castle and took over my land." Luigi asked," But why are you here?" Bowser frowned and looked down he mumbled to them," I need a place to stay, so can I stay here?" Silence filled the land for a few minutes, when Mario actually burst out laughing, Luigi glared at him and Peach shook her head, he said," Sorry, it was sort of funny though." Bowser nodded and said," If it were the other way around I would have laughed to." Peach looked at Luigi and they both had the same look on their faces, they shook their heads and Luigi asked," So you need a place to stay, well Peach's Castle is full of mushroom people recovered from that horrible twister attack, but our house should have a guest room open." Mario grabbed Luigi and pulled him away so no one else could here he said," Are you a crazy he is our enemy!" Luigi replied," Yes I know but he went through the trouble to come here and ask, that must have taken all of his courage and really hurt his pride, we can't just turn him away." Mario shook his head and replied," Fine but if anything happens you have to take responsibility." Luigi nodded and walked back, Mario nodded his head and Bowser said," Thannk Yooouu." Bowser walked with them into the town, the citizens of Toad Town were all nervous having Bowser here, they saw him walk around with Mario and his team and were very confused. Mario turned to Luigi and said," You take Bowser to the house and show him around, I need to discuss things with the princess." Luigi rolled his eyes but obeyed the request.

Luigi walked down another street and turned the corner, a house was there it had a pipe near it and had an apple tree in the back yard; it had M & L on the sign of the door and on the mailbox. Luigi unlocked the door and lead Bowser inside and gestured him to one of the seats. After they were seated he said," So Bowser you were kicked out of your kingdom, I am sorry about that." Bowser looked around the house not really focusing on the question and said," So you two live in a smaller house then all the others and yet let them order you around that is bull!" Luigi nodded his head and said," I have been trying to get Mario to ask them to get us a new house but he doesn't listen." Bowser answered the question from before," Yes I was kicked out of my own kingdom; Count Bleck is back as I have said." Luigi got up and walked into the room marked with an L, and said," Your bedroom is over there, this is mine that is Mario's, see you later I need to think for a while." He walked into the room and shut the door leaving Bowser annoyed and upset with all that had happened.

Mario was talking with Peach he said," Bowser said Count Bleck is back, but didn't he turn good and leave with my pixie friend?" Peach nodded her head and said," Yes and it is confusing why he would attack Bowser first not us since that is what he did last time?" Suddenly a voice is heard above them," My plan will be revealed in good time!" Count Bleck formed above them, accept he was more like a spirit, Mario jumped up and tried to hit him but phased through him. Mario landed in the grass below; the Count chuckled and said," Really after I decided to pop in and chat, you decide to attack me, how rude." Mario glared at him with fire in his eyes, Peach said," Why have you attached our land?" The Count chuckled once more and said," Not only your land I attached the blue ones as well and here is a present from Sonic to you. Ble ble ble ble bleck!"

Knuckles warps in front of them, blood running from severe damage to his body, Mario shouts," What did you do to him!" Count Bleck replies," I have done nothing, you hurt him at least that is what Sonic will believe when I tell him you did, see you round." Count Bleck warps off leaving them with Knuckles.

Mario tried to wake him up but there was nothing he could do, Knuckles had either been killed or something was keeping him knocked out. Mario helped him and dragged him into the palace so he could rest, they had to contact Sonic before Count Bleck did or he would tell them they did it.

Peach was thinking of what had happened recently, she said to herself," Count Bleck broke through dimensions to make his plan, he is getting smarter. And now that he is a ghost it will be much more difficult to defeat him." Mario walked up behind her and said," Peach let us a go and tell Luigi about this." Peach nodded and they ran out of the castle court yard.

Luigi was drinking some juice after coming out if his room from figuring out the situation, Bowser had found the guest room and dozed off. Luigi had to admit Bowser was right, they did so much for these Toads, maybe they should ask about getting an attachment to the house that way there was more space for things like their trophies and even more guest rooms or a larger bedroom for them.

Bowser woke up and stretched his arms and legs, he walked in and saw Luigi sitting down drawing out schematics for something, he grinned and said," So you took my advice to expand your house and get more from this town?" Luigi flung the pencil from fright when he heard Bowser from nowhere, he replied," Oh, yah I did I thought about it and decided to talk to Mario about it and see if he will ask."

Mario burst through the door with Peach right behind him, Luigi and Bowser were both startled by the event, Mario said," We got to get to Sonic' world and fast!" Bowser questioned," Why do you want to go to his world, he is a rival after all?" Mario nodded his head and said," Yes that is true, but Count Bleck broke the rules by breaking through the dimensions and taking Knuckles to frame us." Luigi said," So what are we waiting for, we need to go now!" Bowser held his hand up and said," Wait one moment, you saw Count Bleck and didn't try to stop him?" Mario shook his head and said," There was nothing I could do I phased right through him as if he was a spirit or ghost." Bowser closed his eyes and nodded he replied," Yep that's what I thought." Mario and the others rushed out and ran to the green pipe outside, he jumped into it and the others followed him down it. When they landed down below Bowser asked," Why are we down here?" Mario answered him while moving forward," This is the Pipe Way, every pipe in the kingdom goes through here, we designed a blue pipe in the middle that would take us there, let's get going." Mario led his team through the long maze of pipes, it appeared as if they weren't making any progress, when they suddenly hear a noise come from behind them, Luigi is the first to turn around and shrieks, King Boo is floating behind them and has a huge sinister grin on his face, he says," Well if it isn't the king, the princess and the two plumbers nice seeing you in my jungle Jim of piping." Mario points at him and says," This isn't your piping it is the kingdoms no one can rule them." Boo laughs and says," Oh contrare, for you see the ruler has given me the right to own this land." Bowser huffs and remarks," I gave no such command." Boo looks at Bowser and says," I wasn't talking about you, I meant Count Bleck the new ruler of the Bad Lands, he gave me the pipe ways to dictate over, and Boo minions attack!" Tons of boos swarm around the four beings, Bowser breaths fire causing some to back away while the others head for Mario and Luigi trying to posses them, Mario back flips and lands on their head, Luigi runs up and jumps forward at them, he lands behind them and spin kicks them in the back. Bowser roars sending the boos around him flying in circles, King Boo laughs and says," So you resist my men fine I'll deal with you!" The boos back away creating a large ring around the heroes, Bowser roars at them and breaths fire but they don't even budge he says," Looks like we are going to have to beat him, let's do it!" Boo flies over and enters Luigi's body taking him over, Boo Luigi jumps and kicks at Mario, Mario dodges and bonks him on the head. Boo Luigi says," Brother why did you do that?" Sadness was in Luigi's eyes and was about to cry Mario was taken back and try to apologize, Boo Luigi smiles and kicks him in the face hitting him in the pipes, he lifts him up and tosses him at the pipes on the other side. Bowser breaths fire and hits Luigi sending him running around with the back of his pants on fire, Bowser swings his fist forward and slams him in the face sending him flying back impaling a pipe, Boo exits the body in a daze, Mario got back up and jumped up landing on King Boos head waking him from his daze King Boo slammed into Mario sending him back, Bowser charged at King Boo and slammed into him King Boo was sent tumbling through the tunnels and flew away from the group leaving them. Bowser laughed and said," Take that you ghost you got nothing!" Mario looked over at the princess and said," Well let's get going." Bowser pulled Luigi down and held him on his shoulder while walking, they made it to a light in the dark dungeon and saw the blue warp pipe ahead, and they took off towards it and entered it without hesitation ready to stop Count Bleck!

Read the next chapter to find out what happens next.


	3. Sonic Meetsthe Count

Chapter 3: Sonic meets the Count

A void of nothingness swarmed around Count Bleck as he sat in his throne, Bowser's castle was in ruins inside of the void, and his men were now enslaved building armor for those who were loyal to him. His greatest minion and his army were nearing the throne to be sent out for another mission.

King Boo floated up and said," Greetings lord Bleck I come with grave news; I could not stop the Mario's from reaching the pipe forgive me for my failure." Count Bleck chuckled and said," Calm down you have done nothing wrong, the plan is going as planned you are doing a splendid job King Boo, now your next post is to head after Mario once more but this time do not attack right away, wait until he nears the hedgehog that way I have enough time to trick them, understand?"

King Boo nodded his head and spun around; after a few screeches the rest of the army flew off heading out of the void, the king followed behind. Count Bleck' smile faded from his face as a field of energy warmed around him teleporting him off towards the blue hedgehog and his friends.

Tails was lying down on the couch wrapped in a blanket trying to rest, after the fight he had harmed his foot and it was twisted in a funny angle. Sonic was skimming the television trying to find any signs of Eggman.

Sonic found a channel where the news crew was capturing footage of the large cruiser rising from the depths of the ocean, Eggman was in front of it and repairing the damaged engine he was glaring behind him at Metal.

Sonic smiled and said," Well at least he is out of the way for a while, now I can take a break from all this fighting, but to make sure I'll head out to make sure there is no chaos in the city." Sonic headed towards the door but ended short, he turned around and looked at Tails he raced to the phone and called someone.

Ten minutes later Amy, Cream, Rouge, and even Shadow appeared, Sonic said," Ok Amy I need you, Cream and Rouge to keep an eye on Tails so nothing happens to him." Amy and the others nodded, he turned to Shadow and continued," I need your help to scan the city for any danger before having a break from Eggman alright?" Shadow rolled his eyes and gave a sigh but agreed, with that the two left the four in the house.

Shadow sped through the city on his hover shoes, he was ticked off about having to help out right now but he knew it was best to help. He stopped a few feet away from a burning building and took off inside to stop it, people were already being evacuated from the building but a few were trapped within the room that started it.

Shadow spun his way through it and got to the other side, three scientists were in the room working on something they had stopped to try and put the fire out but it wouldn't. Shadow spun rapidly around it averting the fire away from the door so the scientists could get through, the building was collapsing and the door had been blocked by the fire blast doors which were hit when he averted it causing them to slam shut, there was no way he was getting through the door with his spin.

The room around him was coming down and the roof gave way flaming tiles smashed into the floor sending sparks from the machinery, Shadow closed his eyes as the giant metal machine in the room came crashing down in his direction but before it hit him there was a flash, he opened his eyes and a figure was standing in front of him a long cape was on his back, he had a cane in one hand and was wearing a monocle and a white hat almost like a magicians.

He was using some kind of force to keep the thing up he said," well what are you waiting for get out, I'll be fine." Shadow nodded his head and took off to the window, when Shadow reached the ground he barely caught a glimpse of the buildings collapse, he ran back to the rubble of the building and started to dig through it.

15 to 20 minutes later he saw his hand buried by the rubble, he quickly scattered the pieces off of the stranger and dragged him out, he said to himself," I better get him back to Sonics house he needs some serious treatment.

Count Bleck opened his eyes slowly, the world was blurry at first, but it soon appeared the first thing he noticed was a blue hedgehog sitting down in the chair across from him sleeping. Count Bleck struggled up and looked around he saw the two tailed fox next to him; Shadow was not in the room but was outside sleeping.

Sonic woke up by the sound of Count Bleck knocking something off the shelf he got up and approached him, he said," Hello I'm Sonic the hedgehog nice to meet you!" Sonic extended his hand out to him; Count Bleck shook his hand and said," Greetings I am Lord Blumiere."

The others walked in and greeted him as well, Shadow walked up to him and asked," So where did you come from I have never seen you around before?" Count Bleck chuckled and said," I am from a faraway place to give you a warning of the greatest importance; it is news on….. Knuckles I believe you call him he has been taken hostage by Mario and Luigi."

Sonic gave a look of great confusion and asked," Wait why would Mario do that, he had never done anything like that before!" Count Bleck looked down and said," I know you might not believe me but I tell you the truth, I came here to warn you luckily I got here before they did they were going to try to blame me for it but I accidently came across him in the mushroom kingdom and they said I would make the perfect being to blame I can show you my mind if you don't believe me." An image appears before the heroes, the picture is fuzzy at first but it comes in clear.

Knuckles is fighting against the robots at Eggman's base, more and more keep swarming it looks as if he is helping as well when a warp pipe shows up out of know where and Mario jumps out of it, he runs up and attacks Knuckles who attacks with fire, Knuckles is hit but lunges at him tackling him down, Mario kicks him off and this guy is attacked by Luigi who also comes out of the warp pipe only it closes behind him, they gang up on Knuckles and overpower him a bright light appears around them from the necklaces on around their necks and they vanish just as the X-hurricane swoops down to pick him up.

"That's a lie!" The Sonic crew turn to see Mario, Luigi, Peach, and Bowser. Sonic shouts," Why did you do that to Knuckles!" Mario shook his head and said," I did not we were tricked by Count Bleck like you." Sonic was confused he said," Count who, this is Count Blumiere so quit trying to blame others and fight me if you want to beat up my friends."

Sonic runs at Mario and upper cuts him then spin kicks him, Mario hits the ground hard but jumps up he runs at Sonic with a punch but misses, Sonic trips Mario and kicks him, He runs in front of him and punches him. Mario is sent flying back Sonic rushes at him again and delivers another kick, before he continues he is whaled in the head with a powerful punch and is sent flying into a building, Bowser laughs and says," You want to go, lets!"

Sonic rushes out and slams into Bowser with a powerful spin dash, Bowser lets out a grunt but bashes his elbow down on his head sending him into the ground he slams his foot into his side and kicks him near the group. Bowser is sent flying back by a powerful smash in his stomach, Amy's hammer impaled his shell, and Shadow had helped build momentum. Bowser was out cold from the sheer blow.

Mario runs to help him, but is ganged up by Sonic and Shadow the start whaling on him rushing around him really fast, Luigi jumps up and lands on Shadows head knocking him back, Mario slams his fist at Sonic sending him back, Shadow lunges at Luigi and he does the same.

Mario powers up a fire fist and Sonic lunges with a spin kick, the two attacks hit sending energy flowing around the area, Count Bleck was enjoying this ever so much, when suddenly he is punched into a nearby wall, Mario and Sonics' team all look over and are surprised to see Knuckles standing there, Sonic asks," Knuckles your safe, how did you escape the Mushroom Kingdom?"

Knuckles eyebrow went up he asked," Escape? I didn't escape I walked out and followed them here slowly behind them to make sure no one knew, not even those annoying Boos, This is the guy who attacked me." He pointed at Count Bleck who had come back out of the wall.

He looked around and said," So Knuckles you are fine now I see, sorry about the whole trying to kill you thing but my plan would have failed if you weren't gone." Sonic looked at him confused and said," Would have, hasn't it already failed!"

Count Bleck had a sinister smile on his face as he said," My dear hedgehog you don't think I would spend years of planning to come up with one plan without backups, I planned this might happen and if it did I would just have to go to plan B my favorite plan!" Energy was flurrying around him Mario shouted," Count Bleck Is going to teleport stop him!"

The heroes rush at him but they are too late and he disappears leaving nothing but smoke where he was. Bowser was starting to wake up now, he asked," So what happened?" Mario told Bowser what happened in the fight and how Knuckles showed up in time to stop it all. Bowser shook his head he said," Just like a villain to have backup plans, well we better find out before it is too late!"

The rest nodded and walked inside all except Bowser, Shadow, Sonic, Luigi, and Mario. Mario said," Sonic can I stay a here until this is over?" Sonic shrugged and said," Sure I guess bit if you touch my chilidogs so help me I will hurt you." Mario nodded understanding the consequences and walked away; he turned around and said," Luigi coming to see what they have to eat?"

Luigi shook his head and said," I got to talk to these guys about something first." Mario just turned around and left not understanding what he meant. Luigi turned to them and said," You thought you were so clever trying to stop his plan, well you two are more dumb then a monkey wrench."

He let out a screeching laugh Bowser shouted," King Boo you stupid ghost I'll tear you to pieces!" Boouigi lunged at Bowser and spun kicked him, Bowser slammed his fist into his stomach sending him flying into the house, Boouigi crashed through the living room in front of the others who were all surprised, he got up and took off outside for Bowser the rest following to see what was going on.

Boouigi held fire in his hand and sent it flying at Bowser who unleashed his fire blast and blew through his and hit Boouigi sending him back, he jumped back up and charged energy in his fist slamming it in Bowser's face, Bowser huffed black smoke from his nostrils and grabbed Boouigi by the throat choking both of them, King Boo was losing his breath because he was Luigi at the time, he flew out of him and was trying to catch his breath, Bowser spewed fire on him and he was sent flailing around burning, Luigi slowly regained consciousness and ran to one of the bags he had brought, in it was the Vacuum he used to stop the boos before, he ran back and sucked up King Boo.

Bowser walked next to him and said," So King Boo if you tell us what Count Bleck is going to do, we will let you out." King Boo shouted," Never, I'll never tell you!" Bowser shrugged his shoulders and said," Well nothing to do but flush him down the toilet."

King Boo started mumbling and said," Fine, he is going after Eggman so he can make something." Bowser asked," What is it he wants built?" King Boo answered," I don't know he didn't tell us he said it was a surprise and no one but him and the designer would know about it!"

Bowser nodded his head and hit the release valve on the vacuum he looked at the others and said," Well what are we waiting for we got to get Eggman before Count Bleck does, he still has to wait before using his teleportation so we have time let's go!" With that the heroes took off towards the ocean where Eggman would be repairing his ship.

Read the next chapter to find out what happens.


	4. Diabolical Duo

Chapter 4: Diabolical Duo

"Oh if only I had built you with the ability to think you dumb machine then you would have been perfect!" Eggman was glaring and mumbling things to Metal Sonic, who was trying to help rebuild the cruiser he blew up. "I am sorry doctor but they should have been hit there was no way they dodged that blow."

Eggman slammed his hammer onto the engine with fury and shouted," If you were so great with your precision tell me why we're sitting afloat in the sea, hmm?" Metal Sonic looked down and flew around to the other side to work on the ship. Suddenly a rush of wind forced Eggman a few feet back.

Sonic walked up to him, the others gradually appearing also, Shadow was right next to Sonic now as they were next to Eggman, Eggman startled says," Ahh, Sonic, Shadow why are you here!" Sonic walked over to the engine and started tapping on it," I heard you are constructing something big for a villain is that right?" Eggman shook his head and hit the machine again," No, that's not true. And even if it was I wouldn't be able to build it until I fix the generator and power up the ship powering up my lab onboard my mighty vessel."

Sonic began to talk again," So you aren't saying that you aren't building something for someone, but you also…." Shadow slammed Sonic out of the way and said," Quit wise Assing Eggman and tell us exactly what we want to know, yes or no are you building something for an evil being!" Eggman backed down and broke," Fine it was true, I was building something for a being although I don't exactly know who he appeared and left me a plan for him, he told me if I got it for him, he would in return give him the most ultimate power."

Sonic had a questioning look on his face, he said sarcastically," So a guy just happened to leave you plans and you didn't bother to find out more about him, Eggman that is a load of crap." Eggman dropped his hands and said," Oh alright! He wanted me to build him... Ahhh" An energy sphere slams into Eggman's side leaving a large hole in his arm, he falls over. The group look up to see Metal Sonic, only thing was that he didn't look the same.

His spikes were sharper than before, he had a weird slot in his chest in the shape of a heart, his eyes were now bright yellow, and he was wearing a dark blue cape. He shouted," You stupid fool you couldn't just go and shut up, now look at you always trying to ruin everyone else's fun." Sonic didn't understand what was happening but before he could get to him, he vanished in a ray of light.

Knuckles ran over to Eggman and said," He is still alive but just barely; if you're going to save him we are going to have to get him to a hospital fast." Sonic grabbed Eggman and tried lifting him up, but to no avail. Shadow slowly walked over and started lifting him up to help Sonic. The two finally picked him up and rushed him off to the hospital.

"Wake up my friend, you are safe now" Metal Sonic's eyes slowly regained their focus, he was no longer on the ship he was lying in a dark area, the world was visible but it seemed to be void of life, he looked around until he saw a tall man in a suit in front of him, his long cape draping to the floor. Metal Sonic said," Where am I, Who are you?" The being chuckled and answered," This my friend, is the Void; a safe haven for you in a way no more of that stupid fat scientist to torment you. I am Count Bleck lord of this place."

Metal Sonic looked up and around until his gaze looked down towards himself, he was startled at first, seeing as his entire being had morphed into another being, he looked at himself and said slowly," What happened to me?" Count Bleck shook his head and said plainly," Nothing has happened to you, I merely gave you a new improved body as to fulfill the destiny I built you for."

He looked back up to Count Bleck and said," But Dr. Eggman built me with his own to hands, inside of his laboratory." Count Bleck shook his head again," You think that creature of a man could have designed you without a design first, I designed you so you could hold one of the most powerful objects, and with your suit that I constructed for you, you can also hold the Chaos Emeralds.

Metal seemed to be lost in his thoughts at the moment, couldn't tell if this guy was telling him the truth or messing with him, the whole thing began to cause his head to spark. Metal Sonic looked up at him and said," But this is no power for someone with nothing to have, I don't have anything." Count Bleck smiled and said," You have a friend don't you; I am your friend right?" Metal Sonic looked up and smiled, he said," Yes." Count Bleck opened his cape and flipped it around him," Let's go, it's time to plan your transformation."

The two warp off into another room, a large mechanical suit sits there, wires coarse with energy and the machine gives off a light, Metal Sonic backs up and says," Is that the suit you were talking about." Count Bleck chuckled and answered," Yes this is the suit you will wear, for the suit to work you will need the Chaos Heart." Metal Sonic had a confused look on his face," The what!"

Count Bleck turned around and stated," Alright listen, this machine is powered by the Chaos Heart and the Chaos Emeralds, in order to get the Chaos Heart you must destroy eight heroes whether popular or not, after the eight heroes are destroyed you will get darkness from each, their energy will create a Chaos Heart which you will use to destroy your foes, the added energy from the Chaos Emeralds, or Corrupt emeralds when the Chaos Heart uses them, will allow you invincibility, any questions?"

Metal Sonic scratched his head for a few minutes and replies," When do we start?" Count Bleck grinned viciously," As soon as you want, this is your suit so you need to power it up, but if the case calls for it I will jump in and help collect the dark essence for you." Metal Sonic looked down and said," Hold up how does killing heroes give you darkness, wouldn't you harness light from them?"

Count Bleck frowns from the question, he turns around slowly with a sad look on his face," You don't harness their energy you harness the darkness you get from killing them, now if there aren't any more questions, get moving." Metal Sonic nods his head and Count Bleck Warps him off to Sonic's world first, he says to himself," This might just be fun to watch, luckily I didn't tell him the surprise every time he defeats a hero he will gain more power, BlEeEeEeEeEeEeEeEck." The light moves around him and he teleports off to watch the show.

Sonic walked out of the hospital after they administered Eggman into the medical wing; Knuckles, Amy, Cream, Mario, Luigi, and Rouge. Shadow and Bowser where no were in site, apparently they had something important to discuss. Sonic walked over and said," Well Eggman will be fine, but we still need to keep an eye on him, he is a craft villain."

Knuckles walked over and leaned forward to Sonic he whispers to him," So did he tell you anything, or did he not wake up yet?" Sonic shook his head and said," No he was still unconscious when we were there, looks like we have to find those blueprints or Count Bleck will take the lead and overtake us." Amy and the others were beginning to get angry for being left in the dark like that.

Luigi and Mario walked over to them and asked," What's with all the secret business, aren't you going to let us in on your plan." Sonic slaps his head and says," Oh yah sorry I forgot, sure well we are going to Eggman's ship find the blueprints to find out what he built for Count Bleck, are you guys ready?" The others all nod Mario says," Lets a go!"

Bowser and Shadow barge their way through the doors and sealed rooms of the now destroyed cruiser, They were now in the main control room, Bowser says," Alright do you have the Chaos Emerald we discussed about?" Shadow smirked and said," Not only that I brought a second one!" Two shiny gems lay in his hands now, Bowser smiles and looks around as to make sure no one notices them.

He turns to him again and says," Here is the plan, first we get away from the goody goodies, check; then we head for the ship and activate it, check…" He grabs the two Chaos Emeralds and slams them into the slots in the main room." Then we use the computer to find all the info Eggman has on any of us, find the blueprints before the heroes; destroy all of the evidence of the blueprints, erase the files with the blueprint, and grab the original copy."

Shadow nodded his head and closed his eyes for a few moments, after a little time thinking he asks," So how are we going to separate the assignment?" Bowser raised his head up and thought for a moment, he replied," Well it will be easier to find the original copy, you will use your speed to find it while I find and eradicate all of the data on them, ready?" Shadow nodded his head and quickly took off through the ship.

Shadow flew through the ship extremely fast, he searched all of the first hand doors on the ship, but was still checking for more than just that original copy he was searching for all of Eggman's secret projects and his secret lab. Shadow looked through some files in the main laboratory and found some interesting files, there seemed to be a connection between Metal Sonic and this Count Bleck fellow.

Shadow said to himself," So this is what Count Bleck is after, he needs Metal Sonic to harness the energy of Chaos and the energy from some sort of bio suit he built, but what does this suit do when finished?" Shadow turned towards the door and began to leave, when something caught his eye, a blue print was stashed behind the wall to his left; it was just visible through a crack, Shadow walked over to the wall.

He pushed open the wall and the blueprint fell out, he picked it up then slowly opened it, his eyes widened when he looked upon the blueprints, he said to himself," Oh no, we had it all wrong….. It wasn't Metal Sonic he was after, he is building something else, he made Eggman build-"

Shadow slams into the far wall, he looks up and sees Count Bleck standing above him, he picked up the blueprints and put them away, he said to Shadow," So close to the truth, but too bad you won't be able to tell anyone!" Count Bleck warps off again and appears behind Shadow, he then delivers a severe blow to the back of his head with his staff, Shadow slams into the ground but slowly pushes himself up, he chuckles and says," You think you're so bad, let's go!" Shadow rushes at Count Bleck and slams into him, Count Bleck is knocked back, but retaliates by striking him with an energy attack, Shadow is sent through the wall and slams into the ground outside. Sonic and the others arrive but are shocked to see Shadow there; Shadow slowly gets up but is struck with another energy attack.

Sonic looks up and spots Count Bleck up above he points up and says," There guys, look its Count Bleck!" Count Bleck jumps down and lands in the middle of the field in front of them, he turns and says," Ah the young heroes appear again, unfortunately your end comes swiftly." Count Bleck teleports and strikes Sonic, Sonic is sent forward, but swiftly takes off towards Count Bleck, Count Bleck blasts him with the energy attack.

Sonic slams into the ground and slowly picks himself back up, Count Bleck blasts him again and sends him flying right into Shadow, The two rise back up and take off circling around Count Bleck sending him into a vortex, Count Bleck is sent flying into the air, Sonic and shadow go faster and faster sending him higher, they both stop suddenly causing Count Bleck to crash down, Count Bleck slams into the ground and indents the ground, he slowly picks himself back up but is rammed in the stomach my Shadow then by Sonic.

Count Bleck's monocle cracked in three areas, he looks back up to them and begins laughing, Shadow runs up to him and grabs him by his cape, he shouts at him," What's so funny you freak?" Count Bleck raises his cane and says," This!" A knife appears out of the end, Sonic shouts," Shadow look out!" Shadow doesn't move in time and the knife slams into his side, Count Bleck kicks him away and then warps off.

Sonic rushes over and tries to hold the hole where the blood was coming from, he says," We need to get something to cover this up, let's go!" The others rush over to help Sonic move Shadow to his side and help hold the wound close. Sonic searches through a bag and brings out a bandage strap to cover it, after they wrap the wound sonic helps Shadow up and they slowly walk towards town.

Count Bleck laughs in the void, he looks at King Boo and says," You honestly are a fool, you expected Luigi to defeat them?" King Boo looked down at the ground and said sheepishly," Well it seemed like a good idea, we got someone under our control right?" Count Bleck turns away and says," Well I guess it doesn't ruin my goals so you didn't do any harm, my plan will still go undisturbed."

He looks at the blueprints in front of him, his cracked monocle seemed to glisten in the distance, he smiled wickedly and wrapped his cape around himself and turned away, he said to himself," And once my final creation is complete no one will stop me, BlEeEeEeEeEeEeEeEck!" He slowly walks away limping on one side, blood stained the side of his cape.

What are Count Bleck's true intentions in the fight ahead, and how will Shadow being out of the group affect them, find out next chapter!


	5. Blow to the heroes

Chapter 5: Blow to the heroes

Sonic was away from the rest of the group, he took the time he had to inspect the area, maybe a clue would lead him in the direction of Count Bleck. Sonic turns the corner only to ram right into Bowser, Sonic is shoved down from the collision, Bowser looks down at him and says," Have you seen Shadow me in him were suppose to meet up earlier and discuss what we had found?"

Sonic pushed himself up, he turned around and started walking away," Follow me, I'll take you to him he was in a fight with Count Bleck over at Eggman's ship." Bowser instently stopped, Sonic turned around to see what was wrong, Bowser stammered," I forgot the Chaos Emeralds… They were in the ship and I forgot to take them out!" Sonic said frantically," Well we have to hurry, if Count Beck finds out he will get those Chaos Emeralds!"

Sonic sprints through the city, trying to get to the ocean as quickly as possible, he sprinted around the large vans and cars that were now plowing through the streets hurrying to work, Sonic was closing in on the bridge to the beach and would soon be at the ship. Bowser was walking towards the ship also, following far behind Sonic, he says to himself," Man that guy is to serious right now, from what I've head he is usually calm in these situations, there is more to this then they're letting on to."

Sonic arrived at the ship, but something was different about it, he just couldn't put his finger on it. Sonic slowly entered the hole that was in the side of the ship, the lights flickered and sparks shot out from the system. He kept moving forward along the side of the tilted room, he moves forward and notices an elevator he enters it and hits the up button.

Bowser arrives at the ship and walks up to the hull of the ship, he slams his hand into the side and slowly climbs his way up. After half way up he punches into the hull and busts his way inside. Climbing inside he moves forward to the control room, he leaves the room he burst in and enters the main hall, on his left the elevator slowly goes by and stops. He walks over to it waiting for any sudden movement, Bowser pushes the button and waits to enter.

Sonic quickly darts out into the final floor, the elevator doors close behind him and the machine slowly moves back down. Sonic walks forward checking the halls on either side for any sign of Count Bleck or his goons, after five minutes he hears the elevator door open, he quickly darts into a room and peers around the corner.

Bowser exits the elevator, large wires hung down around him, he made his way through the hall passing the different rooms, he stopped in front of one, a symbol imprinted above it, a picture of a question mark, and a gear behind it. He smiled to himself and went into the room, Sonic stepped quietly and followed after him.

Bowser was searching through old files in the cabinets, robot pictures and designs were being scattered around the area, Sonic walked near him and asked," Hey Bowser what are you looking for?" Bowser whirled around and almost slashed Sonic, he stopped when he realized who it was, he turned back and said," I am looking for a blueprint, Count Bleck wants nothing to do with Metal Sonic, he is just a tool the real prize is some kind of robot, but the blueprints are not in the computer we were here earlier checking, that's probably why Shadow was attacked."

Sonic nodded his head and looked over Bowsers shoulder trying to look at what he was searching through, Bowser's eye twitched and he turned towards Sonic, he said," Alright I don't think the file is here, we may have to search elsewhere or just wait for Eggman to heal, at the mean time lets get those Chaos Emeralds before Count Bleck."

Sonic nodded, they left the room but before Bowser left he noticed that there was a panel on his left open, he shrugged and kept walking. The two entered the main control room, Sonic runs to the panel and looks for the Chaos Emeralds," I hope for your sake you weren't looking for those Emeralds?" Sonic and Bowser turn to their right, Count Bleck smiles at them, the blood on his cape is visible and seemed to still be flowing.

Count Bleck ran forward and slammed his cane into Sonic, shoving him back. Bowser slammed his fist into his chest sending him flying back, Sonic stood his ground again and spun into Count Bleck slamming him into the wall, he slides down and hits the ground. He tries to stand but Bowser rushes at and slams into his stomach, he takes a few steps back and smerks. Count Bleck slowly pulls himself back up, he reaches to his mouth and wipes it, his once white glove was stained with blood now.

Count Bleck straightens himself out and organizes his suit, he lunges at Bowser and uses him to slam into Sonic, Sonic is sent back while Count Bleck slams into him again, he crashes into the wall and Count Bleck stands over him, He quickly swivels around and slams Bowser in the face with the metal end of his cane, Bowser slams into the wall on his left, Count Bleck trembles and drops his cane, his hand had been sliced open by one of Bowsers teeth.

Bowser turns at him and breaths fire, Count Bleck swiftly snatches his cane in his good hand and rapidly spins it blocking the fire, Sonic gets back up and without thinking slams into Count Bleck. Count Bleck and Sonic are flung forward into the fire, slamming into Bowser causing them to fling into the glass in front of them.

The glass slowly cracks, Count Bleck pushes himself up and tries to get off of it, Sonic grabs his cape causing him to trip, he slams into the glass, the over weighing three shatter the glass and fall forty to fifty feet down slamming into the ground. Bowser slowly raises himself up, he was In a small crater now, Sonic lay on his left, Count Bleck was already dragging himself to the ship to pull himself up.

Bowser lunges out at him and grabs his cape as well, Count Bleck was trying to pull himself free, he grabs his cane and jams in at Bowsers eye, Bowser finches back and grabs his eye, Count Bleck slowly and carefully pulls himself up. Sonic finally regained consciousness and tried to rise off the ground, his arms were weak and he couldn't find the strength to get up.

Count Bleck floated over above Sonic, his cane raise high in the air, he said sinisterly," Now one pesky hero will be out of my way for good!" A long knife came out of the end of the cane, it was still bloody from when he had stabbed Shadow, Before he slammed it down Bowser shouted," You self-centered freak, you just can't except the fact that your evil schemes will be defeated…" He flung the blade down at Sonic, Bowser shouted," No wonder you and Timpani aren't together, she must have realized you were no good!"

The blade stopped right before hitting Sonic, Sonic could see by looking at Count Bleck he was now pissed off, Count Bleck clenched his hand around the cane, he suddenly vanished, Bowser looked around for him, Count Bleck appeared right behind him; he slammed his cane down on Bowsers back, some of his spikes broke from the force; he stumbled forward, Count Bleck slammed the cane on the top of his head.

Teleporting away he appeared in front of him, he slammed the sword piece into Bowsers eye and quickly bashed his throat with the opposite end, Bowser was being struck by all sides and couldn't focus on him, his legs finally lost their hold and he tumbled over. Count Bleck stopped in front of Bowser, he grabbed the sword piece on the end of his cane and ripped it off, blood trinkled from his hand, he raised it high in the air and slammed in down in one of the broken spikes, Bowser grunted and shot fire at him.

Count Bleck fell over and hit the ground, his cape was burned, his monocle even more cracked, his cane had blood from his hand on it, his right hand was bleeding emensly, he tried to stand but all of his energy was gone, light shined around him and he was gone. Sonic slowly crawled over to Bowser, he hit a button on his watch, Tails asked," Sonic where are you?" Sonic said weakly," Tails come get us, me and Bowser were attacked, I'm fine but Bowser needs some serious treatment, hurry please!" Sonic fell over and collapsed, the two were out cold.

Bowser woke up several hours later, his head was throbbing from the attack; he took a look around to see where he was. Sonic lye next to him, in a separate bed; they seemed to be in a hospital, he reached his hand out and tried to hit Sonic's watch, after a few minutes he finally hit the little button on it, Tails appeared on the screen, Bowser said weakly," Where are you?" Tails was surprised to see Bowser, he shook his head and responded," Bowser your awake, that's surprising seeing the condition you were in, as for your destination, your at the medical ward underneath the base, I'll come down and check on you guys."

The screen flickered and turned black, Bowser rested back again, pain shot through his head and he reached up to hold it, the elevator above the room could be heard through the walls, the sound stopped and a few minutes later the doors opened, Tails walked into the room he walked up to the beds and looked at the two.

Tails looked over at Bowser and asked," So what happened to you and Sonic back there, there was no trace of the culprit." Bowser rubbed his head slowly and said angrily," No trace of the culprit, we have the trace battered on our bodies, we were attacked, we had been searching for the Chaos Emeralds over at the ship, I had left two there by accident but Count Bleck reached them first, after we tumbled out of the window I got up to stop Count Bleck, but he was only interested in stabbing Sonic."

Tails seemed surprised and questioned," But there was no evidence of a stab on him, what happened?" Bowser rubbed his head again and replied," Well before he actually stabbed him I said something to him, I told him that was the reason his one true love Timpani had left because he was no good, after that is kind of a blur, he did some serious damage, but I'm sure he didn't leave scott free, his entire hand was gushing with blood, his cape and suit were burned, and his monocle was cracked all over.

Tails wrote down something on a piece of paper, he looked over and said," hold up a second, I think the others should be brought up to speed on the current events." Tails left the room for a moment, after a few minutes he walked in with a hover chair, he helped Bowser on and then turned to Sonic, he said," I think we should let him rest, he has had a rough day."

The two went up the elevator and into a small lab, after entering the main hall the two went towards the living room to explain the news to everyone, after a half hour past everyone that was still active entered the room to hear what happened, after Bowser repeated his story about the events that unfolded at the ship, the room seemed full of tension.

Shadow, was in a room across from them, he had snuck in away from the hospital, he shouted," why didn't you kill that asshole when you had a chance!" Everyone turned startled to hear him, the dead look in his eye told the anger flowing through him," You had a single chance to kill him and you muck it up!" Bowser glared at him and stated," In my defence I was already in bad shape so it is not like I would have done a whole lot.

Mario and Luigi were talking about what Bowser said, Luigi was shaking his head some of the others seemed to be interested in what they were saying, Vector said," Hey Mario do you have something to say?" Everyone seemed to turn because of the random question, all of the eyes were on him now, he said," Me and Luigi were discussing what we all a know, well from what I can tell he is building something to harness the power of the Chaos Emeralds, but the problem is we don't know."

Shadow scratched his head, he mumbled to himself," I don't quite recall but I'm thinking there is something I'm forgetting." By the time Shadow had snapped out of his day dreaming everyone was beginning to leave, he scratched his head and said," Weird." As he began to leave his eye darted past a red stain on the ground, he walked closer and bent down to examine the substance.

He looked carefully at it and came to the conclusion that it was blood, but he had not seen anyone bleeding so where did it come from, he stood back up and left the room, a moment later he came back with a jar and scooped the blood into it. He walked up to the intercom device and pushed it, he said," Tails, I need you to have a look at a sample of blood I found." Tails answered a few seconds later," Bring it down to the lab I'll test it right away."

The elevator made an annoying screeching noise as it made its way down to Tails' underground lab, after the elevator halted Shadow eased himself over the bars and walked forward. A door lye ten feet in front of him, he creeked the door open a little, as he peered in he could make out some of the various things Tails was working on including a weird gun like tool.

"Shadow what are you doing?" Shadow jumped and slammed his head in the surrounding frame of the door, Tails was standing behind him, he lowered his hand to help him up, Shadow pushed himself up and said," Here, this is that vile I was talking about." Shadow handed him the vile and threw open the door, Tails glared at him for a moment and headed in shaking his head.

Tails walked over to a microscope and place a small sample of the blood under it and proceeded to look into the DNA stran, after about five minutes of observing Shadow shook his head and walked away he looked around at the lab, large tubes ran up the sides of the walls flowing with who knows what kind of liquid, their where schematics scattered all over the place lining the floor with a pattern.

Shadow turned around looking back at Tails, he was still looking into the microscope; he kept walking and observing the area and looking at the cool inventions that were placed on the far wall. He took his time examining them, he was about to grab the one he liked when a beeping noise rings through his head, Tails says," Shadow we have a problem!" The intercom comes on through the whole house and a voice is heard," Dear friends I hate to inform you but one of the following two people shall not survive the next few minutes, so do you choose the pretty little pink hedgehog, or the little spotted green dino."

The heroes instently recognized the voice, Bowser shouted," Count Bleck if anyone is going to kill Yoshi or the girl hedgehog it is going to be me!" Count Bleck says," Really well then you choose one of the locations to head to but if you don't reach them in time they will both die, here they are." Two maps pop up, one showing the old warehouse and one showing the large tower, sonic Tower.

Which of the heroes will be saved and which will be killed off, find out next.


	6. Revenge of a Fallen Comrade

Chapter 6: Revenge for a fallen comrade

Shadow and Tails made there way back to the main room, everyone was shocked and upset knowing there friends could die, as soon as the elevator opened, the others rushed over, Bowser asked," Tails, Shadow what are we going to do?" Tails shook his head and responded," I'm not quite sure, but what I'm sure of is that we can atleast save one of our friends, so are we going to the tower or the abandoned warehouse?"

Luigi said questioning," Why can't we a go to both?" Mario said," A yah why?" Tails opened his mouth to speak, when Shadow shoves him aside," Because, Count Bleck won't allow that he will just kill them both, we have to choose one or the other." Everyone seemed to be down, all except for Bowser and Shadow who were now talking, Bowser said," I couldn't find anything related to a machine that Eggman was building."

Shadow suddenly felt a large burst through his head, he reached to his head as he screams out in pain, he falls over and thrashes around, Tails bends down and inserts a weird device, his body is scanned, Tails says surprised," No that… that's not possible How can you be poisoned!" The others all move back in shock, Mario and Luigi both say," Mum a mee a!"

Tails quickly gets him to the medical ward and begins getting the poison out, he shouts," Go to the tower now, there is no more time to decide now move!" The others quickly rush towards Sonic Tower, making there way through the building and exiting heading in to the dark town. A weird sensation falls over them as they head towards the tower, a weird force resonates through the city.

"The tower stand stall over most of the city, it is one of the remarkable places there, defended against Eggman countless times it stands tall against any attack" Bowser looks at the tower infront of them, a strange feeling goes around him, a sence of casion overfills him, he turns slowly around. The others don't notice him and soon disappear in the thick fog.

Bowser looks around and notices he is by himself now, he looks for the tower and the sign but he can't find his way, something moves past him as he turns to face it, a figure stands infront of him it stares at him with one cycloptic red eye, it approaches from the mist, Metal Sonic emerges from the strange mist, he is much taller then Bowser remembered and his body much taller, a strange capsule with seven slots around it placed on his chest.

Bowser smiles and says," So Count Bleck made you with the doctors help well then it will be fun trashing you!" Metal Sonic replies," _Do not think your incompetence will win this fight, it's bronze against bronze, but unlike you I have the brains to match!_" Bowser puffs smoke from his nostril and charges at him Metal Sonic quickly dodges him and kicks him away, Bowser staggers over but remains up, he spins around and charges again.

Metal shakes his head and spins at him rapidly, Metal Sonic sends him flying back, but before giving him another go he quickly rushes at him jabbing into his stomach rapidly and timingly, Bowser falls back over, he stands up wiping his mouth, he smiles and says," This is what I have been waiting for, lets go!" Metal Sonic rushes at him and kicks at him, Bowser quickly grabs his leg and headbutts him back, he charges at him and punches him. Metal flies back but quickly counters using his laser canon, Bowser is sent a few feet back, he charges up his energy and shoots fire at him, Metal dodges them with ease, He smiles at Bowser until the loud cracking noise is heard behind him, a building topples over and slams down on his head, Bowser jumps up and slams down on Metals stomach.

Bowser reapetedly smashes down on his stomach area, Metal feels oil rush from his mouth as he steps on him, he charges his laser and fires at Bowser sending him off, Bowser crashes into the ground with a sickening crack, he looks down and notices that one of his legs was now broken, Metal smiles wickedly and charges up in a spinning ball.

After a few minutes a weird light forms around him, he charges full speed at Bowser, Bowser backs away and falls on his stomach, Metal closes in as he is ready to take him out, when Bowser smiles, Metal instently loses his feeling of joy, Bowser spins rapidly inside of his shell and flies directly at him, Metal swerves trying to dodges but is slammed full throttle and the two slam into building behind them.

Bowser stands above Metal he jumps way up and crashes down on him, Metals lower torso is completely blown off metal shards are sent flying through the air and different directions. Metal coughs up oil and tries to move forward away from Bowser, Bowser steps on him holding him down, he raises his hand above him. Bowser slams it down, but before it meets Metal, an object slams him out of the way Count Bleck lowers his hand and picks up Metal, his blood still stained on his coat he glares at Bowser.

Metal coughs more oil and says," But what about the other two heroes Count?" The Count turns his head and replies," They made their decision, but the green one isn't having a good day anymore or ever again." The light appears around them and Count Bleck and Metal disappear into nothingness.

Bowser thought to himself," Wait, the green one, does that mean that he killed Yoshi?" Bowser scratched his head, When he was able to see the others he waved them over to meet up with him, they ran over and noticed he was neiling on the ground, he said," about time you guys came to get me, what happened?"

Luigi shook his head and said," I am not sure I even saw what I saw, They were both there, Amy and Yoshi, we had them we went untied Amy and ran over to get Yoshi, he ran forward happy to see Maro and his friends, when suddenly he just stopped, he didn't move and his smile was replaced with a face of torment, blood trickled from his mouth and he fell over. A large knife wound was in his back cut up to his neck, he died second of life."

Bowser was overcome with rage, he shouted," Oh that does it, Count Bleck he had done some twisted things, but he went to far he killed a "friend" and I'm not going to let him have this victory, or maybe I already havn't!" A smile fell over his face.

Count Bleck stood over his friend, Metal Sonic said looking up at him," We would have had them Count, everything was going to plan, we had all of the Emeralds, the darkness was forming in the capsule like you said too, I havn't had this much fun ever Count Bleck, What is the next plan?" Count Bleck had no smile on his face like usual, he said to his friend," You must rest, your duty was always fulfilled since we were friends all those years ago….."

_Ten years ago…_

_The vortex opened up, a young woman falls from the portal, and after a tall figure, they walked side by side, enjoying the ocean they were walking by. The taller figure said curiously," Why have we come here?" The woman says to him with a smile," We havn't been here in so long I want to see my old friends, you remember them?" The taller man replies," Yes, and that was a grand meeting wasn't it?" She tosses the water at him annoying him a little, but he smiles still the same._

_They pass over the hill infront of them and notice a small red hatted man running with a blue figure, The woman points and says," There see It's Mario, but who I that he is running with." The tall man says," Never mind that, look who there fighting." He points to a large machine, Bowser is stnding on it, along with a pudgy man about the same height. The tall man says," I recognize Bowser but who is he with?"_

_A loud noise bursts through the air," You won't beat us this time Sonic! Bowser has allowed me to use the power of the stars to power the machine, you have no chance!" The blue figure shouts," Oh yah Eggman, well guess again!" He tosses jewels in the air, and suddenly light flies around him and he bursts into a brilliant gold color. The woman says," Wow he can gain power from those jewels spinning around him, isn't that interesting?" The Tall man nods and continues to watch._

_Sonic charges up energy and spins rapidly, the pudgy man shouts," Metal Sonic stop him." A machine similar to the blue figure, flew from the ship and headed for Sonic, they watch as the two hedgehogs collide, after a few minutes Meal Sonic loses his power and Sonic slams right by him, Metal flies off and crashes near the two watching the fight, Sonic crashes into the ship and it cracks in two._

_Metal opens his eyes and the tall man and the woman are standing above him, he slowly rises back up, realizing that the battle was over, he turns to the scene he was at and there is only the remains of the ship, his head drops down and he sits on the ground, The tall man sits down next to him and says," We saw the fight you were pretty impressive in that fight, what is your name?"_

_Metal turns to him and says," I am Metal Sonic, who might you two be?" The Tall man takes off the hat on his head and said," I am Count Bleck, or as some call me Count Blumiere, this is Timpani." She smiles and nods at him, Count Bleck says," If you would like you may accompany us." Metal slowly nods his head in response._

The present….

"rest now, you have fought for me long enough." Metal's eyes slowly dim and turn black, tears begin to form under Count Bleck's eyes, he says," Goodbye, my friend." A strange energy comes over Count Bleck, he grabs his friend and uses his energy to fuse his system into himself, his monocle becomes a computer screen, his cane statics and begins glowing a bright light energy, a weird slot appears in his chest and seven slots appear.

His eye opens and he grins evily, he holds up his hand and admires how it looks, A white light forms over him, and he soon vanishes, along with seven objects next to him.

Sonic opens his eyes, he leans forward still with pain, he stands up and heads for the door, he peers outside and enters the lower hall, slowly he makes his way to the elevator doors, as he heads up he hears commosion upstairs and a familiar voice.

Tails held his head in his hands, he wiped down and said," Alright, alright we have to regroup, a lot has happen lets try to lay it down in order, first Count Bleck steals the Chaos Emeralds, he then fights Bowser and Mario. After that we find strange blood on the ground, after which Count Bleck tells that he has taken our friends. Shadow and Sonic are out around this time and then we lose Yoshi."

Bowser smerks and says," But not before wiping the floor with that scrap metal bot which I personally took care of might I add!" A heavy sigh escape the people in the room, Tails says," Yesy you have already told us." Sonic walked up and said still holding his side," What happened to Shadow and Yoshi?"

Everybody turn startled by Sonics sudden arrival, Tails says," Well Sonic, you see it seems that Count Bleck got ahold of Amy and Yoshi, when the others got there Amy was tied up, Yoshi ran aroun the corner after they untied Amy, but he… he was dead before they could reach him." Sonic looked over to Mario and Luigi, he said," I'm sorry Mario and Luigi."

Bowser leaned forward," Yah well it seems Shadow has some kind of strange poison that we thing was added when he was stabbed by Count Bleck." Sonic's rage built up, he held his fist out and said angrily," Count Bleck, he will pay for this, he… he has gone to far." Knuckles, Luigi, Mario, and Bowser stand up, Bowser says," Then what are we waiting for lets find him and get him!" Tails, Mario, Luigi, Sonic, Bowser, and Knuckles charge outside, Tails uses his watch to lock onto the frequency Count Bleck's teleport move makes.

Tails stops and says," I have a match, down town near the hospital we have to get a move on." They head for the hospital as quickly as they could, Bowser kept an eye out for anything suspicios on his wat, he had been caught off guard before, he didn't want it to happen again.

A figure appears infront of them a few meters from th hospital, a long mustache perched on his face, his hand on his chin, apparently in a deep thought, He notices the heroes and says," So hedgehog, you have come atlast!" Sonic and the others and are surprised to see Eggman, he says," I'm guessing by now you already know of Metal Sonic and Count Bleck are working together correct."

Sonic nods his head and says," Yes we are going to finish what we started." Eggman shook his head and said," Yes, I'm not sure that the right idea Sonic." The others look at him astonished, Sonic says," But don't you want to get him back for doing this to you?" Eggman shook his head again and said," I'm afraid you don't understand the full story, you see Count Bleck wanted met to "Upgrade" Metal Sonic, not build a new robot, this Metal Sonic is the same one that you fought all those years ago, when I teamed up with Bowser to take over both worlds."

The others look bewildered as Sonic says," But that is impossible, I destroyed him when I destroyed your ship!" Eggman said," Yes I thought so to, until this Count Bleck fellow showed up about a year ago with him, asking me to add onto him eight attachments." Tails asked curios," What were the attachments?" Eggman rubbed his chin and said," Well the usual, seven slots in a certain area, the chest in this case, for the Chaos Emeralds the same usual thing. But he asked for a last attachment as well, Something he called " The Chaos Chamber"." A wave of confusion hit them and Bowser asked," What is this Chaos Chamber?"

Eggman shook his head," Not even I'm to sure of what it is, he said that the Chaos Emerlads however would be the perfect conduit for Chaos Emeralds, Well there negative effect anyway." Tails asks," There's a negative effect to the Chaos Emeralds?" Eggman nodded his head and said," Yes, it happens when the Chaos Emeralds power is fused with something of immense Chaos and evil, it creates the perfect counter to the Chaos Emeralds, as it uses there energy it cancels them out but keeping it's power conducting. All he needs is the Chaos Emeralds, and something of immense Evil and Chaos."

Bowser smiles and says," Well it doesn't even matter!" all the heroes turn to him startled, Eggman shouts," what do you mean, if Metal gets them Count Bleck wins!" Bowser roars in his face and says," Because I obliterated the little maggot!" Eggman stepped back and said," Impossible you couldn't have beaten Metal Sonic." Bowser says," tell that to the scrap metal in the street near Sonic tower."

Eggman smiled and said," Well we still have the Emeralds to worry about." Tails tapped on his watch again and said," Well we should be seeing them soon Count Bleck is somewhere around us, the watch is picking up his signature."

Eggman scratched his head as the others looked around, he said," Wait!" the heroes turn to him as he continues," What happened after you destroyed Metal completely?" Bowser scratches his head and aid," Well I didn't totally destroy Metal, I blew have of his body up." Eggman raised an eyebrow and said," And the other half, the upper half I'm guessing?" Bowser continues," The upper half was taken by Count Bleck, but he was already dying when he got him."

Eggman slammed his fist down and said," You idiot! You allowed him to take Metal." Bowser asks," Whats the big deal, he was dead anyway?" Eggman gritted his teeth and said," Because Count Bleck added a special design to the plan, the ability for them to combined in death!" A voice appears above them," And a spectacular fusion indeed."

Blood gushes out of the wound, now in Eggman's arm, he falls onto his side. Behind him two feet away stood the Count, his wide grin planted firmly on his face. Sonic glared at him angrily, Count Bleck puts one hand to his face and says," really, your going to be mad at me hedgehog… When this is all your fault in the first place!" The smile quickly fades from his face, Mario looks at Sonic and says," What do you a mean, Sonic has done a nothing wrong!" The Count slammed his cane down causing an electric surge, he shouts," OH really, and I'm sure you would love to back him up…. YOU TWO…. You especially Mario."

Count Bleck places his hand back over his eyes, tears slowly form as he says," You Mario, you allowed this creature to take the one being that ever made me alive!" Mario raised an eyebrow and says," What are you a talking about?" Count Bleck replies," IT WAS YOU WHO ALLOWED SONIC TO STAY WITH YOU AND THE PRINCESS AT THE MUSHROOM KINGOM, IT WAS YOU THAT…" Tears began running down his face," That killed my Timpani…"

Bowser, Luigi, and Mario are blown back, Mario shouts," That is not a true, I haven't seen Timpani or you since I got the pure hearts! How could I have killed my friend!" Count Bleck smashes his fist into the side of a building cracking it as he says," SONIC KILLED HER!" All of the heroes grow quite, he continues," Ten years ago, me and Timpani came to the Mushroom Kingdom, nothing would stop her from seeing her old friend. On that day it happened!"

Mario held his head and said," Wait, I a remember now, it was a short visit, no one else knew you were coming, I was the only one who knew, when you left I assumed she did!" Count Bleck says with a cracked voice," She left alright! Lifeless as a corpse! It happened late at night, She was tending to business near the river, when Sonic came up on her and cut her down where she stood, by the time I heard her scream, the figure was already gone, and my timpani lie lifeless near the edge!"

Count Bleck's was now pouring down tears, his hand trembled and he said," It was ever since that day that my newest plan came into action, My best friend accompanied me through it all, and in the end… He was cut down just the same! But this time I wasn't going to lose another person I cared about I fused my body with Metals, and with the hatred and Chaos buried in my Heart I exact my revenge!"

The Chaos Emeralds activate in his chest energy rushes into him, Eggman rolls over coughing he says," It doesn't matter you don't have the conduit needed to generate all of that negative energy!" Mario slams his fist down," He a does have it!" the party turn to him bewildered, Eggman coughs some more and replies," What do you mean, he already has it!" Bowser slams his fist into the wall as well, he shouts," Damn, I forgot about that, all those years ago he can use the Chaos Heart as the conductor!"

Luigi puts his hands to his head and begins flipping out, Count Bleck smiles again and says," I may not be able to save Metal or Timpani, but I can exact my revenge!" Strange energy forms inside the capsule in the middle, as a shadowy heart is formed from nothing, Count Bleck shouts," Now Chaos Heart, use the power of the Emeralds and allow me to exact my revenge!" The Chaos energy begins flowing into the Chaos Heart inside the Capsule.

Eggman stands up and says," If we can get to him and knock him off his guard we can stop him before he has time to charge the Chaos Heart, but we have to move fast, we don't have much time!" Sonic rushes at him spinning rapidly, Count Bleck knocks him off as Knuckles and Bowser lunge at him, he swiftly dodges them, his cape is snagged by Bowser and is torn away.

Tails runs over to Eggman and checks on his wounds, Sonic runs with Mario and Luigi trying to hit Count Bleck, he counters there moves and swiftly jabs them, he spins around and wacks sonic in the head, he punches down on Mario, Knuckles jabs him in the stomach flinging him back, Bowser rushes at him swiping at him, Count Bleck dodges and smacks him with his cane, Bowser snarls and swipes at his face cutting through it, blood pours on the ground from the cuts as he backs up, he grabs his face and wipes the blood, he swings the cane at him again, Bowser dodges, Count Bleck flips it and the blade comes out of the other end, he jabs it at Bowser, who steps back, he slashes at Mario and at Sonic, Luigi jumps up and slams him on the back of the head.

Count Bleck staggers forwars, Bowser rushes at him along with Sonic and they uppercut him, Count Bleck flies up but flips and stops in mid air, he slams down at Luigi who dodges, Mario jumps at him, But He punches him off, Sonic rushes at him hitting him rapidly, He slams his cane down and bashes him away, he tosses the cane up and slams Sonic in the head with it knocking him down, Luigi rushes and punches him, Count Bleck turns and grabs him by the neck.

Mario rises up, his eyes move frantically as he watches, he rushes forward he holds out a piece of glass, he jumps up and slams it in his back, Count Bleck releases Luigi as he neils down in pain, He spins around with his cane flipping it in one had catching it, he swings back and knocks Mario away. Mario tries to get up but a large bar prevents him Count Bleck moves forward, blood rushes from the wound in Count Bleck's back, he holds his sword piece up he says," I've wanted to do this for years now!" he lunges forward and jabs down with his cane.

Mario's eyes widen as the blade sinks in, only its not his body the blades in, Bowser grunts and falls to the right, infront of Mario, the cane sticking out of his flesh, Count Bleck stammers, Mario says," Bowser, what have you done?" Bowser leans back over," I couldn't let you die by this freak, my body moved before my mind, There was nothing I could have done even if I wanted to."

Count Bleck grabs the end of the cane, he rips the blade out of the wound in Bowser's stomach, he holds it up high, he says," One life for another, prepare yourself…. SONIC!" Count Bleck lunges forward, right over Mario, Sonic stands a little away, he smiles and says," Brink it on!" Count Bleck flings at him, slamming his cane trying to cut him, Sonic dodges it and rushes into him, Count Bleck counters and slams back down on him, Sonic rushes out of the way, and runs into his side, Count Bleck falls over, Sonic rushes again, A bright flash blinds all of the people for a moment and only a moment.

Sonic looks down, the cane extened from his stomach to the end of Count Bleck's cane, Count Bleck grins evily and says," Got you, you damn hedgehog!" Sonic falls backwards and just lays there. Mario shouts out," Sonic not my a good friend!" Bowser grunts more and says painfully," damn you Count Bleck, you sick freak, you will pay!"

Count Bleck raises his Cane up, he says," I am finished with this hedgehog, you have taken everything from me, prepare to meet your end!" Count Bleck raises it high, he slams down, but is hit off by a hammer, a second one flies by and slams him away from Sonic, Amy runs forward, she nods her head and says," That's what you get for messing with my Sonic!"

Amy runs over to Sonic, she leans over him, looking over the wound she says," Well it shouldn't be fatal, but Tails will have to check on you when we all get back." Sonic smiles and says," Yah, sure I will." Amy smiles back, Knuckles Shouts," Amy, Sonic look out!" They both look where he is pointing, Count Bleck walks causally forward, he walks right up to them, Amy pulls out her Hammer ready to swing, before anyone knows what happens, screams, blood pours from her wrist as her hammer falls to the ground, Count Bleck looks at them coldly, suddenly a wicked smile comes across his face," Eggman didn't tell me about your girlfriend Sonic." Sonic says quickly," She is not my girlfriend!" Count Bleck' smile increases," Very well!" He places the blade to her head, Sonic shouts," No what are you doing!" The others are speechless, Count Bleck merely says," I figure it is fair time I paid you back for taking the love of my life, by taking the only creature that could possibly love you, for you!" He holds up the cane, Sonic trembles on the ground.

Count Bleck slams it down, the sword shatters and lands on the ground, Count Bleck turns around to face an old enemy. Shadow smiles at him as he does the same, Count Bleck says," This will be our last meeting like this I'm afraid one of us, isn't making it this time!" Shadow nods his head," Let go then, your move first."

Count Bleck tosses his cane side, he runs at Shadow, who does the same, Shadow jabs at him rapidly, but Count Bleck blocks his moves, Count Bleck swings but misses his mark, Shadow spins up and kicks him down, he quickly spins to get back up he rushes at him again throwing punches at Shadow, shadow dodges well enough, but is struck with a devestating blow to the jaw, a sickening crack echoes, Shadow spits the blood from his mouth, he rushes forward kicking at him, Count Bleck jumps and whirls back for a kick, he misses but continues to punch at him.

Shadow jumps up and kicks him in the jaw, Count Bleck flies back and hits the ground, he pushes himself back up and rushes back at him, Shadow punches for his gut, Count Bleck spins around and punches him In the back, he then continuesly steps on him, Shadow spins knocking him off, he crawls forward and tries to get up, Count Bleck walks to him, he grabs him by the neck and begins choking him, After fifteen seconds he tosses him across the way, Shadow lay face down dragging himself, Count Bleck says," What now Shadow, with all that so called strength you couldn't even beat me."

Shadow could here him closing in, he thought to himself," what am I to do, he will kill me if I don't think of something!" Count Bleck walks onward he closes in and slowly makes his way to the spot Shadow was, he pulled out a small dagger from his coat pocket, he raised it above his enemy for the second time, Shadow felt his life draining away as his fate seemed sealed, the others could do nothing, they were helping the badly wounded and there was no one to save him, Shadow flips over, Count Bleck slams it down, Shadow smiles faintly.

Count Bleck looks down, a blade pierced through his chest, blood trinkled down onto the cane now on Shadow's hands, it was the cane he tosses before fighting Shadow, Count Bleck fell over and lay on his back, the others weren't sure what happened, Sonic inched his way over, Tails trying to check on him still followed, the others came over as well.

Shadow lifts himself up and walks over to them, he says," Well it was a tough battle, but I was able to defeat him before he killed me, lets get going before anything else happens." They begin to leave, when a noise startles them," It was all your faults…. The only people I ever cared for are gone…. Because of you…. I try to get my revenge…. And here I die like they did…. There deaths have not been repaid…. My promise..unkept…. My best friend died for a goal we both wanted…. My wife's revenge…. Only it wasn't enough to kill her….. You killed him…. Well not before one last trick!" The Chaos Heart forms again, the Chaos Emeralds float around it, Count Bleck coughs up blood, he stands up, blood pouring from the wound in his chest, he says," Chaos Heart come to me." The Heart floats over and enters him, a strange light forms and he is gone.

Sonic sighed and said," Well atleast it's over now!"

The heroes go back to their normal lives, Bowser returns to his kingdom the first thing of which is to kick out Boo. The main heroes all returned to there duties and the villains back to there mischief, left is finally back to normal, or so it seems…


End file.
